HomeMy WebLinkAboutReso 1985-12058 Revised 6/20/85
RESOLUTION NO. 12058
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING AGREEMENT BETWEEN THE
CITY OF CHULA VISTA AND EDP MANAGEMENT, INC.
FOR COMPUTER FACILITIES MANAGEMENT SERVICES
AND AUTHORIZING THE MAYOR TO EXECUTE SAID
AGREEMENT
The City Council of the City of Chula Vista does hereby
resolve as follows:
WHEREAS, the City has contracted with EDP Management,
Inc. since 1975 for the supervision and operation of the City's
computer center, and
WHEREAS, it would be impractical due to the nature of
the professional services provided to go out to bid for these
services, and
WHEREAS, Section 2.56.170 of the Municipal Code
authorizes Council to waive bidding where it is impractical.
NOW, THEREFORE, BE IT RESOLVED that the City Council of
the City of Chula Vista waives the bidding procedure for data
process management services.
BE IT FURTHER RESOLVED by the City Council of the City
of Chula Vista that that certain agreement between the City of
Chula Vista, a municipal corporation, and EDP Management, Inc.
for computer facilities management services, dated the 25th
of June , 1985, a copy of which is attached hereto
and incorporated herein, the same as though fully set forth
herein be, and the same is hereby approved.
BE IT FURTHER RESOLVED that the Mayor of the City of
Chula Vista be, and he is hereby authorized and directed to
execute said agreement for and on behalf of the City of Chula
Vista.
Presented by Approve/~as to form by
~..~aTh0mson, Director of ~T~omas J./~rron, City
M gement Services ~-~ttorney f/
0504a
ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
~ULA VISTA, CALIFORNIA, this 25th day of.. June
85 , by the following vote, to--wit:
'ES: Counci]members Scott, Moore, Cox, Malcolm, McCandliss
~YES; Councilmembers ' None
3STAIN: C0unci l members None
3SENT: Counci] members None
~Ma~?r ~ ~e City of Chulo Vista
ATE OF CALIFORNIA )
~UNTY OF SAN DIEGO ) ss.
'Y OF CHULA VISTA )
I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chula Vista, California,
HEREBY CERTIFY thor the above and foregoing is o full, true and correct copy of
RESOLUTION NO. 12058
,and that the some hos not been amended or repealed.
TED
(seal) City Clerk
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COMPUTER FACILITIES MANAGEMENT CONTRACT
THIS AGREEMENT entered into this 2$th day of Ju:e , 198§, by
and between EDP Management, Inc., a C~llF~rnia corporation, hereinafter
referred to as "EDP" and THE CITY OF CHULA VISTA, a charter city organized
pursuant to the constitution and laws of the State of California, hereinafter
referred to as "CITY";
W ITNESSETH :
WHEREAS, the City of Chula Vista desires to contract for the
management and operation of its data processing facility, as well as the
development of new systems and programs to meet City requirements, and
WHEREAS, EDP is in the business of supplying such data processing
services and systems development, and
WHEREAS, the City of Chula Vista requires an independent contractor
to supervise City personnel in the operation of said data processing equipment
and further, to assist in the obtaining and fulfilling of contractual
obligations entered into by the City of Chula Vista, and
WHEREAS, the City of Chula Vista desires to more fully utilize its
existing data processing equipment to the end that more efficient service is
provided to the public and to various City departments.
NOW, THEREFORE, the City of Chula Vista and EDP Management, Inc.
agree as follows:
T~e term of t~is agreement s~a11 be for a perio~ of one (1) year~
commencing July 1, 1985, unless terminated by either party in the manner set
forth in Paragraph 23 below.
2. DATA PROCESSING SERVICES, EQUIPMENT, SYSTEMS DEVELOPMENT
A. On the effective date of this agreement and thereafter, throughout
its term, including any periods of extension thereto, EDP will assume the
operational control, supervision of maintenance and supervision for all
personnel utilizing the data processing and peripheral equipment described in
Exhibit "A", attached hereto, and will provide qualified personnel for such
functions, {except for those personnel herein designated below, to be provided
by City), necessary to provide City the data processing services described in
Exhibit "B".
R-12058
B. The specific services, system development and prices, terms and
conditions for such services and system development, to be supplied by EDP,
are set forth in Exhibit "B" and the remainder of this contract. Exhibit "B"
is attached hereto and incorporated herein by reference, as if set forth fully.
C. The equipment set forth in Exhibit "A" shall be located within the
facilities of the City of Chula Vista. The City agrees to permit EDP's
authorized personnel and third parties, as may be mutually agreed upon, access
to the equipment set forth in Exhibit "A" for the purpose of operating,
maintaining, repairing, and testing of said equipment.
D. All EDP personnel having access to said equipment or data processing
facilities shall be agreed to, in writing, by the Contract Administrator of
Chula Vista, or his designated agent, and further shall be bound by the terms
of this provision regarding access and supervision of EDP personnel.
E. The City further agrees to provide, without charge to EDP, all
electrical power, air-conditioning and other requirements necessary to allow
the equipment in the City's facility to conform with the manufacturer's
operating specifications. The City further provides that it will bear all
costs of maintenance and/or repair of said equipment in the normal usage of
the facility, absent such repair or maintenance being required due to
negligence of EDP's personnel.
3. PERSONNEL
A. City hereby agrees to employ at City's expense the following
personnel to work with EDP, under EDP's supervision, in the fulfillment of
their contractual obligations:
1. One Computer Programmer {as defined by Chula Vista Class
Specification 7-9-80) or one Programmer/Analyst.
2. One Computer Operator (as defined by Chula Vista Class
Specification 7-9-80).
3. One Data Entry Operator (as defined by Chula Vista Class
Specification 7-9-80).
4. Any additional personnel mutually deemed necessary for the
fulfillment of EDP's contractual obligations.
B. EDP hereby agrees to assist the City in screening applicants for the
various positions set forth above, at no additional cost. It is understood by
the parties, however, that any position filled within the work force of the
City of Chula Vista, will be filled in accordance with the applicable Civil
Service Rules and Procedures and that all decisions regarding employment shall
be the sole responsibility of the City.
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C. EDP hereby agrees to provide no more, nor less, than one full time
employee who shall be designated as the Data Processing Manager, and who shall
have the overall responsibility of the operations of City's data processing
facility, and performance of the tasks set forth in Exhibit "B".
D. EDP further agrees that said Data Processing Manager shall be a
person mutually agreeable to both EDP and City. For the initial
implementation of this contract, said Data Processing Manager shall be
Mr. John Pavlicek. In the event of the replacement of any Data Processing
Manager during the performance of this agreement, or any extensions, it is
understood that the City has the right to reject any substitution of personnel
offered by EDP, provided, however, that such rejection of a substituted Data
Processing Manager shall be upon reasonable grounds.
E. In addition to the Data Processing Manager, EDP shall provide, upon
the written request of the Contract Administrator, one or more full-time
computer programmers to assist in performing the tasks set forth in Exhibit
"B". Such programmers, if requested by the City, shall be EDP employees
working full-time under the supervision of the Data Processing Manager. The
programmer{s) selected, and their salaries, shall be mutually agreeable to
both EDP and City. City may terminate its request for such programmers upon
30 day's written notice, provided, however, that such programmer{s) shall be
provided for a minimum of 90 days. During any period when EDP is providing
such programmer{s), City may insist upon the replacement of a programmer or
reject any substitution of personnel offered by EDP, provided, however, that
such replacement or rejection of a programmer shall be upon reasonable
grounds. If City terminates its request for a programmer or insists on the
replacement of a programmer, that individual programmer cannot be provided
again to the City during the remainder of the contract period.
During any periods when EDP shall provide such programmer{s), EDP
shall be compensated at a rate equal to the total salary and benefit cost of
such programmer{s) plus 10% of their salary. City hereby agrees to make
payment for such services in the same fashion that payment would be made for
EDP's basic services.
F. In addition to the personnel enumerated above, EDP shall from time to
time, upon the request of the Contract Administrator, provide such
supplemental personnel as may be necessary to comply with current operational
requirements. Such personnel, however, shall not be provided should there be
a position in the classified service for such work functions, unless personnel
are provided on a temporary basis necessary only to fill current commitments.
EDP, in compensation for providing such personnel, shall be compensated at an
hourly rate set forth below, for each type of service provided:
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Programmer/Operator at $27.50 per hour.
Programmer at $37.50 per hour.
Systems Analyst at $47.50 per hour.
EDP shall bill, on a separate statement, for individuals provided according to
this provision. City hereby agrees to make payment in the same fashion that
payment would be made for EDP's basic service.
4. PAYMENT FOR SERVICES
A. The City hereby agrees to pay EDP for the basic services set forth in
Exhibit "B", $4,489.17 per month during the term of this agreement.
B. In addition, City shall pay EDP such additional sums as may be due by
virtue of EDP's providing staff to City's computer facilities, in addition to
the Data Processing Manager, in accordance with provision No.'s 3E or 3F.
C. In addition, City shall provide the following incentive system based
on the gross revenues, from outside agencies, earned by City's Data Processing
Division. For the one-year period beginning July l, 1985, City will pay EDP
10% of all revenues earned in excess of $100,000, provided, however, that such
incentive payments to EDP shall not exceed $8,000 for the year. City shall
pay EDP a pro-rated incentive payment, if earned, after the first six months
of the year, with an adjustment for the entire year's incentive payment at the
end of the year.
D. From time to time, the monthly amount owing to EDP from the City may
be reduced by the amount EDP owes to the City for EDP's usage of the City's
computer facilities, as set forth below. Said total monthly hours of computer
time, consumed by EDP, shall be multiplied times the hourly rate of One
Hundred and Twenty {$120) dollars per hour. It is understood and agreed
however that the first twenty-seven {27) hours of computer time consumed per
month, or any accumulated computer time consumed, shall be free of charge.
For any month in which EDP's computer time usage exceeds the amount of free
time available to EDP, as defined above, EDP will submit a credit invoice
reflecting the computer time consumed by EDP.
E. The payment to EDP shall be made within thirty days from receipt of
the invoices covering the previous month's service, and the City retains the
right to deduct any amount shown to be owing to the City from EDP, pursuant to
a credit invoice submitted by EDP for the use of City's computer facility.
In the event, during any thirty day period, the sum owing to City
from EDP exceeds that owed from City to EDP, payment by EDP to the City shall
be made within thirty days from receipt of the invoice covering the previous
month's operations.
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F. The City will reimburse the Data Processing Manager, or any
programmers provided by EDP in accordance with provision No. 3E, for expenses
wheo traveling for City business, provided that such reimbursement is subject
to the approval of the Contract Administrator.
5. EDP COMPUTER TIME USAGE
A. City hereby will allow EDP the usage of City's computer facilities as
specified below. EDP will be allowed twenty-seven (27) hours per month of
computer time without charge. Said "computer time" is defined in "B" below.
All credit invoices issued to City shall be in accordance with the definition
of computer time, as set forth below. EDP shall have the usage of City's
computer facilities during any period where the usage of the computer
facilities does not conflict with the processing of City information, or
information the City is providing, due to contractual commitments. In any
event, City's processing requirements shall have priority over all projects
operated by EDP for private customers. In the event that 27 hours are not
utilized during any month, EDP may accumulate a maximum of one hundred ten
(llO) hours computer time, to be consumed as scheduling permits. EDP shall
have no right to utilize or accumulate any computer time in excess of 110
hours. EDP shall not be entitled to compensation for such computer time as
may be accumulated if such accumulated computer time is not utilized during
the term of this agreement. Notwithstanding the above restriction, if the end
of the term of one agreement between the parties is immediately followed by
the beginning of the term of a new agreement between the parties, any unused
computer time accumulated during the previous agreement will be carried
forward.
EDP shall insure and warrant that all employees of EDP shall exercise
due care in utilizing City's computer facilities. EDP shall further take such
steps as are necessary to determine that such personnel, as may utilize City's
computer facilities, are competent to operate the equipment in accordance with
the manufacturer's specifications.
B. "Computer Time" for the purposes of this agreement shall mean that
time figure listed on Burrough's software program LGAD03, identified with the
name "Program Execution Report, as calculated in the following manner:
(1) The total computer time in hours shall be equal to the
hourly total per month listed in the "Direct Time Monthly"
column for charge numbers 100,000 through 199,999 inclusive.
(2) For purposes of the execution of this agreement, EDP hereby
warrants and agrees that it shall not utilize any charge number
account except No. lO0,O00 through No. 199,999 for work
performed by EDP, other than in conjunction with systems and
programs for the City as described in Exhibit "B".
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(3) EDP further warrants that no modifications, whatsoever,
shall be made to said LGAD03 Burrough'$ software program labeled
"Program Execution Report", without the express written consent
of the City.
C. EDP's usage of City's computer facilities is further restricted to
the use by EDP of said facilities for the development, testing and
experimental operation of programs and systems developed by EDP for private
clients. EDP agrees that City's computer facilities shall not be used to run
operational systems or programs for EDP's private clients, and may be used
only for developmental and testing purposes.
D. For any month in which £DP's usage of City's computer facilities
exceeds the amount of time available to EDP free of charge, EDP shall provide
City with a credit invoice to show the computer hours utilized pursuant to
this agreement. Said credit invoice shall provide the City with a credit of
$120 per hour of usage of computer time by EDP personnel. Computer time shall
mean the definition of "computer time" set forth above. EDP shall,
computer additionally, utilization: at their own expense, maintain the following records to show
1. A copy of the monthly printout of the Program Execution
Report described above.
2. A weekly record of the EDP personnel (absent those
specified in this agreement) who have utilized the City's
computer facilities.
3. The approximate hours, with reference to the time of day
those said personnel utilized the City's computer
facilities.
4. Said records in No. 1 through No. 3 above shall be open to
inspection by the Contract Administrator or his/her
designees, on no more than one week's notice.
6. RIGHTS TO COMPUTER PROGRAMS (SOFTWARE)
A. City shall retain title to its proprietary programs in operation at
the time of this agreement and developed during its term. Additionally, such
other programs as have been contracted for by the City and EDP shall remain
the property of the City. With respect to such programs and systems set forth
above, EDP shall have no right, title or interest therein, or thereto,
including the right to market or convey said programs, except as expressly set
forth by separate written royalty agreements between the parties.
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B. With respect to programs or systems developed by EDP for its clients,
other than the City of Chula Vista, all specifications, applications,
routines, subroutines, techniques, ideas or formulas developed by EDP,
regardless of whether they were developed before, during or after the term of
this agreement, and irrespective of whether such applications, routines,
subroutines, etc., were developed while utilizing City's computer facilities,
shall be and remain the property of EDP.
7. PROPRIETARY INFORMATION AND SECURITY
A. All written information submitted by City to EDP in connection with
services performed by EDP under this agreement which is identified as
proprietary information, shall be safeguarded by EDP to at least the same
extent as EDP safeguards like information relating to its own business If such
proprietary data must be publicly disclosed, EDP shall bear no responsibility
for its disclosure, inadvertent or otherwise, provided, that EDP notifies
Contract Administrator for the City of all requests for the disclosure of
information, not less than 24 hours prior to the release thereof. In the
event of an emergency, necessitating the immediate release of information, EDP
shall provide such notice to the Contract Administrator, or his designee, as
soon as practical. EDP further agrees to abide by all federal and state laws
regarding the confidentiality of public records.
B. EDP will, from time to time, meet with representatives of the City to
assist in the formulation and review of plans and schedules for the rotation
of critical files to another offsite location, in order to insure recovery
capabilities in the event of fire or other loss, provided, however, EDP
assumes no liability for losses resulting from City's decisions relating to
the implementation of various rotation plans. If said records shall be in
EDP's custody, EDP shall exercise due care in the handling, storage and
transference of said files.
C. Unless specifically approved in writing by the City, all data
processing effort covered by this agreement shall be performed on equipment
and facilities located in the City of Chula Vista, provided, however, that in
the event of an emergency where prior written consent cannot be obtained, data
processing work pursuant to this contract may be performed offsite
D. EDP shall establish and maintain reasonable safeguards against the
destruction or loss of City's data programs in the possession of EDP or EDP's
personnel.
8. STANDARDS AND GUARANTIES
EDP shall utilize its best efforts to guaranty the following at no
additional cost to City:
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A. The continuous operation of the data processing department by EDP and
City personnel, including the operation of all those systems currently in
operation and those systems set forth in Exhibit "B".
B. To furnish such services, information and reports as are required by
this agreement on a timetable and in a format as mutually agreeable.
c. To furnish such operators, programming personnel, systems analysts
(except when such personnel shall be furnished by the City) and the necessary
electronic data processing programs as set forth in the basic service
agreement in Exhibit "B",
D. To operate all systems developed during the term of this agreement,
upon their completion and acceptance by the City.
E. To provide sufficient maintenance of effort to insure an operational
status for all current operational programs and those contemplated in Exhibit
F. To maintain and, with the concurrence of the City, enhance the
current level of internal control and documentation standards for operation
and alntenance, including, but not limited to, user manuals, systems manuals,
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operating manuals, and programming manuals. Said documentation shall, upon
termination of this agreement, become the property of the City.
G. To establish general standards for all new systems that are to be
developed and submit them to the City for approval.
H. To insure that all systems currently operational and all new systems
developed during the term of this agreement have adequate documentation to
allow revision by EDP personnel or operation by a new Data Processing Manager.
9. FORCE MAJEURE
If EDP is prevented from performing any task hereunder in whole or in
part as a result of an Act of God, or civil disturbance, labor dispute, or
other cause beyond its reasonable control, such performance shall not be a
ground for termination or default. EDP shall use its best efforts to provide
directly, or indirectly, alternate and, to the extent practical, comparable
performance. Compensation shall be equitably adjusted up or down, as the case
may be. Other than any such equitable adjustment, EDP shall not be liable to
the City for any non-performance on the account of any of the above. In the
event a court of competent jurisdiction should render a final order or final
judgment enjoining or restraining performance of this agreement by either or
both parties hereto, or in the event such a court should declare this
agreement void or illegal, then each party is relieved and dissolved of all of
the obligations hereunder, subject, however, to the provision of Paragraph 4,
a payment of a reasonable sum to EDP for the work performed and equipment
provided, prior to such adjudication.
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10. RISK OF LOSS
City shall be responsible for the protection of all work, including
data, following its delivery to City's users. Prior to such time, EDP shall
be responsible for the protection of all data, including, but not limited to,
programs which have been developed, systems and documentation of all
operational programs in existence, to the extent that they are under the
control of EDP personnel, either within or without the City's data processing
facility.
ll. CONTRACT ADMINISTRATOR
City herein shall appoint a contract administrator, whose function it
is to see that all provisions of this agreement are met. Any required
discussions or negotiations, as set forth in this agreement, shall be
initially conducted with the contract administrator. Said contract
administrator shall be the Director of Management Services, or his/her
designated representative, unless the City Manager expressly designates a
different individual as Contract Administrator. EDP shall designate
additional individuals who speak on behalf of EDP for the purpose of conveying
information, required reports, and such other contracts with the City as may
be required from time to time.
12. DATA PROCESSING COMMITTEE
There may be formed, pursuant to this .ag.reement, a data proc.essing
committee which shall consist of the contract admnlstrator, representative of
EDP, a representative of the City Manager's Office, and such department heads
as, from time to time, shall be users or potential users of data processing
services. Said committee shall meet from time to time, but City retains the
option to require a meeting no more than once per month unless mutually agreed
otherwise. The purpose of such body shall be to assign work goals to EDP for
systems development and/or programming. Additionally, said committee may make
recommendations regarding speed, efficiency and quality of service rendered on
existing programs. It shall be the duty of City to note and record all
discussions taking place at said committee meetings.
13. SUPPLIES
City shall supply all paper, reproduction facilities and other
fungible supplies as may be needed by EDP in performing their contractual
obligations. The City, however, does not pledge to make available software
programs or technical manuals. City further pledges to provide, through a
contractual maintenance agreement, an ongoing program of maintenance, as
required to insure the continued operation of the data processing facility
during normal working hours. It shall, however, be the responsibility of the
Data Processing Manager to contact City's maintenance contractor to insure
that maintenance work is performed as required to keep City's computer
facilities operational at all times. In the event of any mechanical or
electronic breakdown of any necessary equipment for a period of longer than
two weeks, City shall be alleviated of their obligation to provide computer
time to EDP, during such time as the equipment is non-functional, City shall
not be alleviated from its obligation to provide EDP with its accumulated
usage rights under this agreement, to the extent that EDP may accumulate
computer usage rights.
14. AVAILABLE EQUIPMENT
EDP shall have available to it, for its performance to the City and
for its own functions, the equipment listed in Exhibit "A".
15. ACCESS
EDP hereby agrees that no EDP personnel, other than those approved by
the contract administrator or his designated representative, shall be given
access to City's data processing facilities. EDP further agrees that a log
shall be kept of all persons entering and utilizing said facilities. EDP's
designated Data Processing Manager shall be exempted from this requirement.
City pledges in return to take all necessary steps to clear such personnel
through City's police department, in order that access may be given.
16. PATENT AND COPYRIGHT INDEMNITY
EDP agrees to indemnify and hold the City, its agents, and employees,
harmless from any loss, damage or liability for infringement of any United
States patent right or copyright with respect to the use of any item delivered
hereunder; providing, EDP is promptly notified in writing of any suit or claim
against the City. Provided further, that the City permit EDP to defend,
compromise or settle the same and gives EDP all available information,
assistance and authority to enable EDP to do so. EDP's indemnity as to use
shall not apply to any infringement arising out of use by the City, in
combination with other items, where such infringement would not have occurred
in the normal use for which the item or items were designed.
17. INDEPENDENT CONTRACTOR
Neither the City nor any of its agents shall have control over the
conduct of EDP Management, Inc., as contractor, except as herein set forth,
and EDP expressly warrants not to, at any time, or in any manner, represent
that it or any of its agents, servants or employees, are in any manner agents,
servants or employees of the City, it being distinctly understood that said
EDP Management is, and shall be at all times in the performance of this
agreement, a wholly independent contractor and EDP's obligations to City are
solely such as are prescribed by this contract.
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18. DISCRIMINATION
EDP agrees that no person shall be excluded from employment by EDP
Management in the performance of this agreement on the grounds of race, creed,
color, sex, age, or national origin. In this connection, EDP agrees to comply
with all State and Federal laws relating to equal employment opportunity
rights.
19. WORKER'S COMPENSATION AND OCCUPATIONAL HEALTH AND SAFETY
EDP agrees to obtain and/or maintain a policy of worker's
compensation insurance to cover its employees in compliance with the
applicable provisions of the California Labor Code. In this connection, EDP
agrees that although its employees used in connection with this contract will
be on City property, said employees are not City employees for the purpose of
worker's compensation. EDP further agrees that in performance of this
contract it will comply with all provisions of the State and Federal
Occupational Health and Safety Act. EDP shall further endeavor, pursuant to
the Occupational Health and Safety Act, to make recommendations to the City
should changes in facilities be necessitated by compliance with said Act or
20. COMPLIANCE WITH CIVIL SERVICE RULES
EDP Management, in their supervision of City employees, hereby
pledges to grant and utilize all procedures set forth by City in its Civil
Service Rules in EDP's dealings with City employees. EDP Management shall
have no right to suspend or otherwise deprive a City employee of substantial
employment rights without the concurrence of the contract administrator or his
designee.
21. LIABILITY
A. EDP and City each agree to indemnify and hold harmless the other from
any loss, damage, cost or expense which the other may sustain or incur by
reason of, or arising from, any accident or injury to personnel or employees
of the other, as well as any loss, damage, cost or expense which the other may
incur by reason of injuries or damage to third parties or property caused by
the acts of the other, occurring in the course of this agreement.
B. EDP expressly warrants that, in the event of an error or omission due
to activities of EDP's personnel, programs, systems or equipment, without
limiting the right of City to damages, EDP will correct such error or omission
at no additional cost to the City; provided prompt notice to correct such
error or omission is given to EDP.
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C. Employee Fidelity Bond. City hereby reserves the right to require
any and all personnel of EDP Management having access to City's computer
facilities to be bonded with a fidelity bond or a faithful performance
fidelity bond, at City's option, in the form and manner acceptable to City.
The face amount of said bond shall be $100,000 for the Data Processing Manager
and $25,000 for other EDP employees, and such bond shall be designed to give
protection to City against dishonesty and loss occurring during the term of
the bond. Should the City require any EDP employee to be bonded, City shall
give EDP no less than 30 days notice of City's exercise of its option to
require such bond. The cost of all such additional bonding shall be borne
equally by the parties to this agreement.
22, PUBLIC LIABILITY INSURANCE
In addition to the provisions of No. 21 above, EDP shall be required
to take out and maintain Comprehensive General Liability insurance for bodily
injury and broad property damage, and Personal Injury Liability coverage with
a m~nimum of $1,000,000 combined single unit. City shall be provided with
appropriate Certificates of Insurance on the above stated coverages. Said
Certificates must verify coverage, state the policy term, and assure that City
will receive a minimum of 30 days notice prior to cancellation of, material
changes in, or intent not to renew said insurances.
23. TERMINATION
A. Either party shall have the right to terminate this agreement subject
to the provisions herein. City may terminate their agreement with EDP for the
services provided upon 90 days written notice served to EDP at the location
provided in Paragraph 28 below. Upon notification of termination, EDP shall
waive any right to utilize City's computer facilities beyond 20 hours, per
month, and without prejudice to EDP's accumulated usage rights.
B. EDP hereby has a right to terminate this agreement upon 90 days
written notice to the Contract Administrator at the location provided in
Paragraph 28 below. In the event EDP notifies City of its intention to
terminate, City hereby reserves the right to wind down services provided below.
C. Upon notification of EDP's intent to terminate, City may utilize
EDP's services to do any or all of the following things:
1. Assist City in locating and screening a new Data Processing
Manager and/or permanent City staff for the position
2. Review of the documentation provided for above to assist City to
assume control of City's computer facilities with City personnel.
3. Such other activities as City may direct.
This provision is intended to allow City the option of the above performances
or the performance pledged by EDP in Exhibit "B".
24. EXISTING CONTRACTS
A. It is hereby stipulated by the parties that this agreement is
independent and separate from all other written agreements between EDP and
City.
B. The City stipulates that it has no interest or rights in and to
programs developed by EDP utilizing City's computer or other facilities for
clients of EDP other than City. Proprietary items belonging to EDP prior to
this agreement and developed for clients other than City shall remain the
property of EDP, unless hereafter sold or leased to the City, in which event,
City's rights are determined by the terms of such sale or lease.
25. HIRING PROHIBITION
A. City and EDP hereby agree not to employ or otherwise utilize the
services of the other party's employees during the term of this agreement or
for a period of two (2) years thereafter, except as may otherwise be agreed to
between the parties.
B. Notwithstanding the above, City is prohibited from hiring any
programmer(s) provided by EDP, in accordance with provision No. 3E, only for
the first six months of their working at City's computer facilities. After
six months, City may hire such programmer(s), provided City pays EDP a
placement fee equal to a percentage of said programmer's annual salary. That
percentage shall be equal to the number of thousands of dollars that the
were raised to the next highest $1,000.
annual
salary
would
be
if
it
26. SEVERABILITY
Each paragraph and provision of this agreement is severable from the
contract and if one provision or part hereof is declared invalid, the
remaining provisions shall, nevertheless, remain in full force and effect.
27. ENTIRE AGREEMENT
A. This agreement is subject to the terms and conditions set forth in
its provisions, including Exhibits "A" and "B", and any other exhibits or
appendices which may be.appended hereto. The full terms of Exhibits "A" and
"B" and appendices are ~ncorporated herein by reference, with the same effect
as if they had been set forth fully.
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B. It is expressly agreed that this agreement embodies the entire
agreement of the parties in relation to the subject matter hereof, and that no
other agreement or understanding, verbal or otherwise, relative to the subject
matter hereof, exists between the parties at the time of execution. Where the
agreement provides that certain specific terms are to be negotiated and agreed
on by and between the parties, said terms at such point as are mutually
agreeable shall be added to this agreement and constitute a portion thereof.
C. This agreement is intended by both parties to revoke any prior and/or
existing agreements between the parties.
D. This agreement shall be construed in accordance with the laws of the
State of California.
28. NOTICE
All notices required by EDP Management, Inc. shall be mailed to
Mr. Charles Cox, 5465 Lake Murray Blvd., La Mesa, California 92041.
All notices required by City of Chula Vista, pursuant to the
performance of the terms of this agreement herein, shall be mailed to Mr
J. R. Thomson, Director of Management Services, 276 Fourth Avenue, Chula
Vista, CA 92010.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to
be executed the day and year first hereinabove set forth.
THE CITY OF CHULA VISTA EDP MANAGEMENT, INC.
~j - City Clerkly ~
Approved as to form by
0178a
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EXHIBIT "A"
EQU I PMENT
The City will provide and maintain the following equipment for the use of
EDP in fulfilling its contractual obligations to the City of Chula Vista, as
well as for EDP's use for systems and program development work:
The Burroughs B2805 system and related equipment that was
provided by the City on May 1, 1985.
The configuration of equipment described above may be changed only with the
mutual consent of EDP and the City.
A-1
EXHIBIT "B"
BASIC SERVICE REQUIREMENTS
1. General Requirements
EDP hereby pledges to provide the services described in Exhibit "B"
to the City of Chula Vista each month. EDP's Data Processing Manager shall
supervise the City personnel listed in Paragraph 3A of the basic contract.
The Data Processing Manager shall have the overall responsibility of the
City's data processing facility, including, but not limited to, data entry,
operations, systems development and programming, and coordination with other
agencies having data processing service agreements with the City. EDP shall
prepare such management reports on the City's data processing as may be
requested by the Contract Administrator.
2. Operational Requirements
EDP shall supervise the running and operation of the City's computer
systems and programs and, further, will provide such supervision as is
necessary to insure the data base is properly maintained. EDP will
additionally coordinate with all users of data outputs, be they parties City
has contracted with or the various departments of the City of Chula Vista, to
determine that their needs have been fulfilled by the operations of the
programs and systems herein listed on Pages B-3 through B-6 or of additional
programs and systems that may be developed during the term of this agreement.
The Data Processing Manager shall assist the Contract Administrator
in marketing the use of City's computer to public and quasi-public agencies,
with the intent of the marketing being to establish a contract between such
agencies and City for the use of City's computer.
3, Systems Development and Programming Requirements
A. In addition to providing for the supervision of data entry and
operational programs and running of said programs, EDP shall provide the City
with computer systems analysis, programming and general development of City's
data processing capabilities. Said services shall be provided on such
projects as may be directed to be undertaken from time to time by the City's
Contract Administrator, following the Administrator s consultation with the
C ·
Data Processing ommlttee. In this regard, records shall be kept by the
Contract Administrator, or his/her designee, indicating such work as is to be
performed. City reserves the right to require record keeping to detail the
expenditures of said programming or systems development efforts by EDP staff.
B-1
EDP hereby pledges that the Data Processing Manager, or such other
persons as may be offered by EDP to provide the services contemplated in the
City's right to computer programming, systems analysis and general development
of City's data processing capabilities, shall be competent and experienced to
supply said services as are needed by the City. Should the Data Processing
Manager require special training, e.g., in on-line applications, such training
shall be the responsibility of EDP.
B. In the event City requests more systems analysis or programming
than the Data Processing Manager can provide in his/her available time, said
services may be authorized by the Contract Administrator. EDP shall thereupon
provide such additional hours of systems development and/or programming as
requested, in accordance with the billing rates set forth in Paragraphs 3E or
3F of the basic contract.
4. The Data Processing Manager will, on an as-needed basis, provide technical
consultation and assistance to City staff responsible for automated systems
other than the Data Processing Division, such as the Automated Library System
and the Word Processing Cluster.
5. The Contract Administrator and EDP shall jointly determine the appropriate
allocation of the Data Processing Manager's time among EDP's various
responsibilities for the City's data processing.
B-2
CITY OF CHULA VISTA
DATA PROCESSING SYSTEMS
AUTOMATED ACCOUNTING - is run weekly, with special monthly and annual
reports. Serves all departments.
BIKE LICENSES - is run as required by the Police Department.
BIO DATA - is a small system, which provides EEO reporting from the combined
i~F6Tl~and Personnel master file.
BUDGET - is an expanding system which produces various summary and detail
reporting throughout the budget cycle.
BUILDING & HOUSING - statistical reports are summarized monthly from building
permits.
BUSINESS LICENSES - are run biweekly with quarterly and annual renewal notices
and licenses issued.
CREW REPORTING furnishes Public Works biweekly with information regarding
work crew activity and costs.
DATA SYSTEMS PROJECT ACCOUNTING is run on demand with input from time sheets.
DOG LICENSES - are run biweekly with renewal notices printed annually in
December.
FIXED ASSETS - are a quarterly run with reports showing activity and current
¥ocation of the inventory of the City.
INSURANCE - is run monthly and shows the liability status of claims against
LABELS - are printed on demand from requesting departments. Once a name and
~s label is printed, it is saved in a mailing list for later reuse.
LOG - keeps track of computer time spent by charge number.
PAYROLL AND PERSONNEL system is a combined system which furnishes all of
biweekly, quarterly and annual reports. It includes checks, journals,
accounting, retirement and personnel reports.
PLANNING AND LAND USE INVENTORY - is run on demand. It identifies each
assessor's parcel within the City and from that data base various reports
{both summary and detail) can be printed. The system also updates the County
files.
PLANNING PROJECT ACCOUNTING - furnishes labor and cost reports on their
activities.
POLICE INFORMATION SYSTEM -
is run weekly and provides both statistical and
detail reports of called for services.
POLICE RESERVES - is run monthly and provides a detail report of activity and
a reserve roster.
REDEVELOPMENT PROJECT ACCOUNTING is run biweekly and provides analysis of
their activities.
STREET DEFICIENCY is run on demand as requested by Engineering and
identifies those areas where sidewalks and streets must be improved.
TAX ASSESSORS SYSTEM - provides labels and various reports from current copies
of the County's tax files.
SPECIAL ASSESSMENT DISTRICTS SYSTFM furnishes the County with a magnetic
tape containing latest information regarding special assessments.
TRAFFIC INVENTORY AND CONTROL is keypunched by us monthly and a tape is
forwarded to the County for processing.
TRANSIT - reports are produced showing statistics and summaries of ridership
~es collected.
EMPLOYEE COMPENSATION AND UNION REPORTS - are a group of programs which help
analyze various proposals during salary negotiations.
PAPE PROJECT ACCOUNTING - furnishes labor and cost reports on PAPE activities.
FIRE DISPATCH SYSTEM aids fire dispatching personnel in selecting proper
'~ire response.
PARKING TICKET SYSTEM - on-line processing of parking tickets with a monthly
'batch update from DMV.
VEHICLE MAINTENANCE SYSTEM on-line equipment maintenance system with
interface to accounting and inventory system.
STORES INVENTORY - on-line stores inventory system.
DATA PROCESSING SYSTEMS
OUTSIDE USERS
CITY OF EL CAJON
Payroll and Personnel
Fixed Assets
Automated Accounting
1911 Acts Billing
Project Accounting
Business Licenses
Dog Licenses
Microfiche Logs
CITY OF IMPERIAL BEACH
Payroll and Personnel
Fixed Assets
Automated Accounting
Accounts Receivable
CHULA VISTA SANITARY SERVICE
Bil 1 i ng and Accounts Receivable
CITY OF CORONADO
Automated Accounting
Payroll and Personnel
Fixed Assets
Business Licenses
Land Use Inventory
HOUSING COMMISSION - CITY OF SAN DIEGO
Rehabilitation
UNION OF PAN-ASIAN COMMUNITIES (UPAC)
Automated Accounting
SCOOT
Transit
CITY OF SANTEE
Payrol 1
Automated Accounting
Fixed Assets
B-5
0446a